VENDOR COMPLIANCE MANUAL

© 2020 Tillys Clothing, Shoes & Accessories Tillys Vendor Compliance Manual Last Update: 8/25/2020

VENDOR

COMPLIANCE

MANUAL

Tillys Vendor Compliance Manual Last Update: 8/25/2020 © 2020 Tillys Clothing, Shoes & Accessories

Table of Contents

Chapter Section No. Last Update

Chapter 1 – General Information

Manufacturer’s Terms and Conditions 1.01 11/21/2019

Confirmation 1.02 11/21/2019

California Proposition 65 1.02 11/21/2019

Consent Judgement/Settlements 1.02 11/21/2019

Consumer Product Safety & Lab Reports 1.02 11/21/2019

Certification and Acknowledgment of Prop 65 1.02 11/21/2019

Invoice Requirements 1.03 6/15/2017

Chapter 2 – Pre – Ticket Procedures

Ordering Tickets - Apparel and Footwear 2.01 _8/25/2020

Apparel 2.02 12/11/2017

Footwear 2.03 12/11/2017

Ordering Tickets - Accessories 2.04 _8/25/2020

Accessories 2.05 10/01/2019

Ecommerce P.O. Requirements 2.06 12/11/2017

Only at Tillys Tickets 2.07 _8/25/2020

Chapter 3 – Packing and Shipping Procedures

Packing Procedures 3.01 10/01/2019

Pre-hanging Procedures 3.02 10/01/2019

Ecom PO Polybag Requirements 3.03 10/01/2019

Shipping Guidelines 3.04 10/01/2019

Routing Guide 3.05 _8/25/2020

Chapter 4 – Quality Auditing Guidelines

Quality Auditing 4.01 3/31/2010

T.O.P. Approval Request 4.02 12/30/2014

Chapter 5 – Vendor Returns

Vendor Returns 5.01 12/11/2017

Chapter 6 – Vendor Chargebacks

Vendor Chargebacks 6.01 12/11/2017


Chapter 1 Section Name: Section #: Page:

General Information Manufacture’s Terms and Conditions

1.01 1 of 6

All vendors must read the following section, and then sign and return the Certification page in Section 1.02, indicating acceptance of all requirements outlined in this Compliance Manual Supplement. These terms and conditions apply to any purchase order accepted by Vendor, and are in addition to any other terms contained in any Tilly's Compliance Manual, which includes any supplements. 1. Contract Work. Vendor will manufacture, package, and deliver to Tilly’s the clothing, accessories and other goods

described in Tilly's purchase order (“Goods”), strictly in accordance with the price, specifications, delivery date, samples and quality standards set forth, or otherwise furnished or approved in writing by Tilly's.

2. Delivery. Vendor acknowledges that the Goods are for resale by Tilly's and that timely delivery is of the essence.

Vendor shall immediately notify Tilly's of any event which might delay delivery of any of the Goods and shall use its best efforts to avoid or minimize any such delay. If only partial delivery is made by the required delivery date, Tilly's may return to Vendor, at Vendor’s expense, such partial deliveries for full credit of all amounts paid. Tilly's election to return or retain partial shipments shall not be deemed to be a waiver of any other right or remedy to which Tilly’s in entitled hereunder or at law or in equity. If no delivery has been made by the required delivery date, Tilly's may cancel the purchase order in its entirety, without any liability to Vendor. In addition, if Tilly's agrees to accept a late shipment, Tilly's may require that the Goods be sent airfreight, at Vendor's expense.

3. Shipping and Packaging. Vendor shall follow shipping and packing instructions per Tilly’s Vendor Compliance Manual.

Tilly’s will pay for shipping as long as all Vendor Compliance Manual instructions are followed. Goods shall be packed strictly in accordance with Tilly's instructions. Tilly’s reserves the right to charge back shipping costs for failure to follow instructions (Sections 3.01 and 3.04).

4. Acceptance / Rejection of Goods/ Excess. Goods shall be deemed accepted only after Tilly's has inspected the Goods for

conformance with the required standards, even if the Goods were previously inspected at the place of manufacture by Tilly's or its agent.

An entire order of Goods may be rejected if more than 2.0% of the ordered quantity is Nonconforming (as defined below) because of defects as determined by Tilly's in its sole and absolute discretion. Tilly's may sample the Goods in accordance with its Quality Audit Guidelines set forth in the Section 4.01 of the Vendor Compliance Manual or in the sample sizes as it deems necessary in its sole and absolute discretion. If the inspection discloses defects in excess of these levels, Vendor shall pay upon demand Tilly's entire cost of inspection and sorting such Goods. Goods rejected by Tilly's shall continue to be at Vendor’s risk, and the return of such Goods to Vendor shall be the sole responsibility of Vendor, at its expense.

Vendor shall only re-sell rejected Goods after all garment labels with identifying Trademarks, have been removed from the Goods.

"Nonconforming" means any Goods that (i) do not strictly match the agreed-upon samples, including but not limited to fit, fabric and color, (ii) are not strictly in the size scale specified, and/or (iii) have not been manufactured in accordance with Tilly's instructions.

Vendor will not have the right to sell, transfer, or otherwise dispose of any Goods to which any Tilly's Trademarks are attached or which display any Tilly's Trademarks and are determined by Tilly's to be seconds or irregular products or are in excess of the amount of the Goods requested by Tilly's, except as authorized in writing by Tilly's in regard to specific items. Tilly's may require Manufacture to dispose of or destroy any seconds, irregular or excess products. Vendor will physically remove all Tilly's Trademarks from Goods before any sale or other transfer of the Goods that Tilly's may authorize in its discretion. Vendor will advise Tilly's of the method used for destruction and shall certify to Tilly's that such Goods have been completely destroyed. Proof of destruction including invoices and photographs shall be made available to Tilly's upon request.




1.01 2 of 6

5. Tilly's Options For Retaining Nonconforming Goods. If there are Nonconforming Goods, Tilly's may, at its option: i. require that the Vendor repair the Nonconforming Goods; ii. require that the Vendor remove all Trademarks and sell the Goods; or iii. elect to sell the Nonconforming Goods as they are with a Vendor guaranteed margin.

6. Warranties and Representations. Vendor warrants, represents and covenants that:

i. The Goods conform strictly to the agreed-upon samples, designs and specifications, are free from defects in materials and workmanship, are fit for resale to the public as fine quality, first class products, and are packaged and labeled as required by this Agreement;

ii. The Goods comply with all applicable labeling standards and regulations of the United States or the country of destination;

iii. Vendor has all right and title to use and sell to Tillys any patterns or designs used on the Goods, including without limitation all intellectual property rights;

iv. The Goods comply with all product safety and labeling requirements applicable in the United States, including without limitation compliance with the Consumer Product Safety Improvement Act and California’s Proposition 65;

v. Manufacturing shall be done only by persons in compliance with the Immigration Reform and Control Act of 1986, Section 274A(a)(4). Vendor shall provide the statutorily-required documentation demonstrating compliance with such law within the time required to respond to a Notification of Demand on Tilly's by the U.S. Citizenship and Immigration Service;

vi. Vendor's workers are provided safe, clean working conditions and are paid as required by law; vii. All Goods made in the United States or in any territory of the United States were made in compliance with

all applicable (i) requirements of the Fair Labor Standards Act, Sections 6, 7 and 12, and (ii) regulations and orders of the United States Department of Labor, Section 14;

viii. The country of origin is accurately stated on all documentation and packaging; ix. All Goods are free from liens and encumbrances; x. Vendor is duly organized, validly existing and in good standing under the laws of its state or country of

formation. Vendor has all necessary power and authority to execute, deliver and perform its obligations under a purchase order. A purchase order is valid and legally binding on Vendor enforceable against Vendor in accordance with its terms; and

xi. Vendor has not paid and will not pay any compensation to any of Tilly's Buying Agents and that it does not have any financial or other interest in any such Buying Agents which would cause government authorities to consider Vendor and any Buying Agent to be related parties. “Buying Agent” means a third party working for or on behalf of Tilly’s conducting business dealings with Vendor.

These warranties will run to Tilly's, its successors, assigns, customers and users of the Goods.

7. Payment. Payment shall be made by Tilly's after delivery to its warehouse and inspection and approval by Tilly's of all

Goods. Payments may be made by check or draft payable to the order of Vendor. Tilly’s will make all payments in United States Dollars.

8. Trademarks. “Trademarks” mean any trademark that Tilly's and/or its affiliates use, including but not limited to, “Tillys”,

“Full Tilt”, “Blue Crown”, “RSQ” and “Infamous”. Vendor acknowledges that Tilly's owns its Trademarks and other intellectual property and that Vendor acquires no rights in any of such Trademarks or property by virtue of its manufacture and supply of the Goods. Vendor agrees that it shall not acquire any registration for any of the Trademarks, copyrights or designs owned or used by Tilly's. If Tilly's cancels an order or rejects any Goods, Vendor shall not sell or use such Goods unless the garment labels identifying Tilly's Trademarks have been removed. Except as expressly authorized in respect to Goods made for sale to Tilly's, Vendor will not use Tilly's Trademarks, in any manner whatsoever without obtaining the prior written approval of Tilly’s, which may be withheld at the Company’s sole




1.01 3 of 6

discretion. Vendor will not make any reference in its business materials, advertising or in any of its business activities to the fact that Vendor is engaged by Tilly's to manufacture and/or sell merchandise under Tilly's Trademarks.

9. Insurance. Vendor shall furnish Tilly's with a certificate of comprehensive general liability insurance with limits of not

less than $3,000,000 combined single limit for bodily injury and property damage per occurrence and containing a broad form Vendor’s endorsement and undertaking of the insurance company not to cancel, reduce or materially change such coverage without giving at least thirty (30) days prior written notice to Tilly's. Such insurance shall include products liability and advertising injury coverage.

10. Indemnity. Vendor shall indemnify, protect, defend, and hold harmless Tilly's and its parent and subsidiaries, and each

of their officers, directors, employees, shareholders, affiliates and agents from and against any and all claims, suits, loss, liability, expense and damage, including but not limited to costs of suit and attorneys' fees arising out of any:

i. defect in the Goods, regardless of whether the action is based upon negligence or strict liability; ii. violation of any national, state, or local law or regulations pertaining to the manufacture or labeling of the

Goods, their content, or their country of origin; iii. violation of any garment industry registration laws or statutes; iv. violation of any discrimination, harassment, retaliation, worker's compensation, wage and hour, or any

other labor laws or regulations pertaining to any worker employed or engaged by Vendor, its vendors, suppliers, contractors or agents;

v. unfair labor practices regulations by Vendor or its agents, vendors, suppliers or contractor; vi. nonpayment by Vendor for amounts owed to any vendor or supplier; vii. violation of any warranty or representation made by Vendor pertaining to any of the Goods; viii. infringement of trademark, patent or copyright rights or any laws and regulations by Vendor or its agents,

vendors, suppliers or contractor; ix. violation of any other applicable laws or regulations by Vendor or its agents, vendors, suppliers or

contractors; x. breach of any warranty or covenant hereunder, including, but not limited to damages from public protests

relating to factory conditions; human rights violations; country of origin; loss of property; loss of profits; special, incidental, consequential, or punitive damages arising out of the use or inability to use the Goods; indirect or other similar damages arising from breach of warranty, breach of contract, negligence, or any other legal theory, even if Tilly's or its agent has been advised of the possibility of such damages; or

xi. Vendor's acts or omissions and those of its agents, employees, vendors, suppliers and contractors willful misconduct or negligent conduct, whether active or passive.

This indemnity shall apply under all circumstances unless a court of final jurisdiction holds that the loss was the result of the sole negligence or willful misconduct of Tilly's. Vendor hereby waives its rights to raise a defense to its obligations under this section based upon any intervening, contributing or comparative (whether active or passive) negligence of Tilly's.

Tilly's may, at its sole option, defend itself with counsel of its choice, which shall be paid for by Vendor upon presentation of legal bills or requests for retainer. Attorneys' fees and costs incurred in enforcing this paragraph shall be awarded to the prevailing party. All Tilly's indemnity rights will continue even if business has terminated with the Vendor.

11. Right of Offset. Tilly's shall have the right to offset and withhold all or any portion of any payment due under this

Agreement or any other contract with Vendor, to such extent as may be necessary to protect Tilly's from loss, including but not limited to, costs and attorneys' fees, arising from or relating to (i) Nonconforming Goods; (ii) claims filed against Tilly's as a result of an act or omission of by Vendor or its agents, vendors, suppliers or contractors; (iii) Vendor’s failure to pay for labor, benefits and materials; (iv) failure to fulfill any of the covenants and obligations set forth in a purchase




1.01 4 of 6

order; and (v) any claims Tilly's has against Vendor arising out of any other contract.

12. Force Majeure. Tilly's may, at its option, cancel an order in process without liability if its business is disrupted by natural

disaster, an act of God, terrorism, or any other cause beyond Tilly's reasonable control.

13. Limitation on Tilly's Liability. Tilly's shall not be liable for Vendor’s anticipated profits or for incidental or consequential damages or penalties of any kind. Tilly's liability for any claim relating to this Agreement shall not exceed the price Tilly's paid for Goods or services which gives rise to the claim.

14. Compliance with Law. Vendor shall operate its factories in full compliance with all applicable laws, rules and

regulations, including, but not limited to, those related to product safety, labeling, warnings, labor, worker health, safety and environment. Vendor shall also comply with all applicable city, county, state and federal laws, regulations, ordinances, and orders pertaining to home labor, minimum wages, working conditions, equal opportunity, child labor, overtime and worker's compensation. Upon request, Vendor shall provide Tilly's with copies of its licenses, permits and registrations.

15. No Child Labor. Vendor shall not employ any children in its factories. The term "children" means any person who is less

than 14 years old or as otherwise defined in this section. The International Labor Organization Minimum Age Convention allows countries with underdeveloped educational facilities and economies to set the minimum age for employment at 14. However, when the age for completing compulsory education in any country is more than 14, such higher age shall apply. Factories shall also comply with all other applicable child labor laws in their country. Vendor is encouraged to develop lawful work place apprenticeship programs whenever possible for the educational benefit of its workers, provided that all participants meet minimum legal age requirements.

16. No Forced or Prison Labor. Vendor shall not use any forced, prison or indentured labor in the manufacture and finishing

of Tilly's products.

17. No Corporal Punishment. Vendor shall not use corporal punishment on its workers.

18. Non-Discrimination. Vendor shall employ workers on the basis of their ability to do the job, without regard to their personal characteristics or beliefs. Vendor shall not treat similarly-situated workers, employees or candidates for employment differently based on sex, age, race, religion, sexual orientation, physical disability, mental disability or any protected class under applicable law.

19. Wages, Benefits and Hours. Vendor shall set working hours, wages and overtime pay in compliance with all applicable

laws, rules and regulations. Vendor's workers shall be paid at least the minimum legal wage or a wage that meets local industry standards, whichever is greater. Tilly's understands that overtime is often required in garment productions, but Vendor agrees to limit workers' overtime to a level that ensures humane and productive working conditions.

20. Working Conditions. Vendor shall treat its workers with respect and dignity, not exploit them in any way, and provide

them with a safe and healthy work environment.

21. Monitoring Working Conditions. Vendor shall monitor, evaluate and enforce the required working conditions set forth in this Compliance Manual and under applicable law. Tilly's may, at its option, monitor Vendor's systems to assess and ensure compliance.

22. Country of Origin. Vendor shall provide timely and accurate information about the country or countries in which Goods

are made. Vendor shall communicate this information to Tilly's when an order is placed, throughout the manufacturing process if there are any changes, before shipment, and during the shipment process. All labels, hangtags, and documents that have country of origin information shall be accurate.




1.01 5 of 6

23. Country Selection. Although beyond the control of the Vendor, Tilly's may, at its option, cancel orders in process

without liability and not place future orders in countries where: i. sourcing would have an adverse effect on Tilly's brand image as determined in Tilly’s sole and absolute

discretion; ii. there is evidence that Tilly's employees or agents would be exposed to unreasonable health or safety risk as

determined in Tilly’s sole and absolute discretion; iii. there are violations of basic human rights as determined in Tilly’s sole and absolute discretion; iv. the legal environment creates unreasonable risk to Tilly's Trademark or to other important commercial

interest or seriously impedes Tilly's ability to implement the terms of its purchase order as determined in Tilly’s sole and absolute discretion; or

v. political or social turmoil that unreasonably threatens Tilly's commercial interests as determined in Tilly’s sole and absolute discretion.

24. Relationship of Parties. Vendor is an independent contractor. Nothing between the parties shall be deemed to

constitute a partnership between Tilly's and Vendor, or to make Vendor an agent or employee of Tilly's for any purpose. Vendor shall have no authority to bind Tilly's or to contract in the name of or create any liability on the part of Tilly's.

25. Confidential Information. Vendor shall not disclose any of Tilly's Confidential Information, whether in documentary or

non-documentary form, without Tilly's prior written consent, which may be withheld in Tilly’s sole and absolute discretion. Confidential Information includes any information about Tilly's, its business, operations, products, samples, drawings, specifications, data, employees and stores that Vendor obtained because of doing business with Tilly’s. Vendor may not disclose it is doing business with Tilly’s without Tilly's written consent. Upon request by Tilly's or termination of a purchase order, Vendor shall promptly return to Tilly's all applicable samples, drawings, specifications, data, and other materials containing Tilly's Confidential Information, together with all copies thereof, and shall erase all Tilly's Confidential Information from its computers and files.

26. Disputes. Any dispute relating to a purchase order or the terms of the Vendor Compliance Manual shall be settled by

arbitration in Irvine, California, using an arbitrator with the American Arbitration Association mutually agreed upon by the parties. One arbitrator shall hear the dispute. A party shall commence arbitration by delivering a written demand, which shall be served by U.S. certified mail, air shipment (Fed-Ex or UPS) or by personal service. The arbitrator shall have no power or jurisdiction to alter or modify any express provision of the purchase order or the Vendor Compliance Manual or to make any award which by its terms effects any such alteration or modification. The arbitrator shall award reasonable attorneys' fees and the costs of arbitration to the prevailing party. The decision of the arbitrator shall be final and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, the parties shall have the right to seek provisional remedies (such as interim injunctive relief in court).

27. Other Contracts. If Vendor breaches any other contract with Tilly's, Tilly's shall have the right to cancel all or any portion

of a purchase order, and to withhold payments otherwise owing under a purchase order or other contracts.

28. Termination. Tilly’s may terminate for any order for Goods for cause at any time. Cause includes: i. Tilly's rejection of Goods for failure to comply with any of the terms of a purchase order; ii. Goods that are delivered late; iii. Goods that are defective; iv. Vendor’s breach of any warranty; or v. Manufacture’s failure to provide Tilly's, upon request, with reasonable assurances of future performance.

If Tilly's terminates for cause, Tilly's shall not be liable to Vendor for any amount, and Vendor shall be liable to Tilly's for any and all damages, including but not limited to, consequential damages and loss of profits sustained by reason of the default which gave rise to the termination. Any acceptance or deemed acceptance by Tilly's of Goods shall not affect Tilly's right to terminate for Vendor’s breach.




1.01 6 of 6

Tilly's may terminate any order for Goods without cause at any time upon written notice to Vendor. Upon receipt of such notice, Vendor shall complete work in process, unless the notice of termination directs that work in process not be completed. Vendor shall not start any other work. Tilly's shall only be liable to Vendor for any work done or materials paid for prior to the notice of termination, except for the addition of such work and materials needed to complete work in process (unless not authorized by the notice).

Upon termination of this Agreement, Vendor will refrain from further use of Tilly's Trademarks or of

anything confusingly similar thereto, in connection with the manufacture and/or sale of any merchandise

manufactured and/or sold by Vendor. Additionally, all originals and copies of all sketches, patterns,

prototypes, samples or other materials relating to Goods will either be immediately returned by Vendor to

Tilly's or, at Tilly's written election, be destroyed by Vendor. Proof of destruction including invoices and

photographs shall be made available to Tilly's upon request.

29. Notices. Any notice, consent, waiver or legal service of process shall be effective on the date personally delivered in

writing; or on the transmission date of a facsimile transmittal notice; or on the transmittal date of an E-mail notice; or one business day after the notice of communication is sent by recognized overnight delivery service; or three days after the date of mailing by first class mail, postage prepaid, return receipt requested. All notices to Tilly's shall be sent to the attention of: Chief Financial Officer, Tilly's, 10 Whatney, Irvine, CA 92618, U.S.A., with a copy to the General Counsel at the same address.

30. Agreement, Changes and Waiver. Signed purchase orders, and any designs, drawings, specifications, and Vendor's

samples specified therein constitute the entire agreement between Tilly's and Vendor, and all prior agreements, understandings, representations and statements, oral or written, shall be of no further force or effect. Vendor may not assign any its rights or obligations under any purchaser orders without Tilly's prior written consent. No waiver, amendment or modification of a purchase order shall be effective unless in writing and signed by a duly authorized representative of both parties.



General Information Certification; California Proposition 65; Consent

Judgement/Settlements; Consumer Product Safety & Lab Reports; and Certification and

Acknowledgment of Prop 65

1.02 1 of 10

Tilly’s Compliance Manual, including any supplements, contain instructions for pre-ticketing, packing, shipping, vendor

returns, chargebacks, quality auditing guidelines, production and labeling. It is important that all guidelines outlined in this

Compliance Manual and any supplements are followed in order to expedite the processing of merchandise, help prevent delay

of payment, and facilitate the return of merchandise to the Vendor.

The Compliance Manual and any supplements are available online at www.tillys.com/customer-vendor-info.html and the

private label supplement is available at www.tillys.com/privatevendorinfo. Follow the instructions on the web page to view

and print the manual. We may update the Compliance Manual and any supplements at any time as we feel is necessary,

without providing notification of the update. Therefore, it is the vendor’s responsibility to periodically review the

Compliance Manual and any supplements online to remain current with our policies. This certification will automatically

apply to any updates made to the Compliance Manual and any supplements. In addition to signing this certification, by

accepting any purchase orders from Tilly's you agree to be bound by the terms of the Compliance Manual and any

supplements.

Your cooperation is appreciated and we look forward to working with you in the future. If you should

have any questions concerning the Compliance Manual or any supplements, please e-mail us at

[email protected] or [email protected] or call the Tilly’s Distribution Center

Monday through Friday 7:00 AM to 3:00 PM Pacific Standard Time (949) 609-5599.

Ship to Address: Invoice Address:

Tilly’s Tilly’s

10 Whatney Attn: Accounts Payable

Irvine, CA 92618 10 Whatney

Irvine, CA 92618

Non solicitation of Tilly’s employees:

As a vendor you will have access to Tilly’s employees and information about Tilly’s employees. During our business

relationship and for one year thereafter, you will not, whether for your own account or for any business organization,

encourage or solicit any Tilly’s employee to leave Tilly’s employment. You acknowledge that violating this provision will

cause Tilly’s irreparable harm which cannot be compensated by monetary damages alone, and that an injunction is an

appropriate provisional remedy.

By accepting any purchase order from Tillys, the undersigned company agrees to the term of and to be bound by the

following:

The Tillys Vendor Compliance Manual Private Label Supplement as may be amended from time to time, located at:

www.tillys.com/privatevendorinfo.

The Tillys Code of Conduct for Third Party Vendors, located at: http://phx.corporate-ir.net/phoenix.zhtml?c=247315&p=irol-

govHighlights

The California Transparency in Supply Chains Act, located at: http://www.tillys.com/static/ca-supply-chains-act

Conflict Minerals Policy, located at: https://www.tillys.com/info/tillys-conflict-mineral-policy.pdf

http://www.tillys.com/customer-vendor-info


http://www.tillys.com/privatevendorinfo


mailto:[email protected]




http://phx.corporate-ir.net/phoenix.zhtml?c=247315&p=irol-govHighlights




http://www.tillys.com/static/ca-supply-chains-act

http://www.tillys.com/static/ca-supply-chains-act

https://www.tillys.com/info/tillys-conflict-mineral-policy.pdf

https://www.tillys.com/info/tillys-conflict-mineral-policy.pdf






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CALIFORNIA’S PROPOSITION 65

The Safe Drinking Water and Toxic Enforcement Act of 1986, better known as Proposition 65, requires businesses with 10 or

more employees to give a clear and reasonable warning to California consumers before knowingly and intentionally exposing

them to excessive levels of a chemical listed as a known carcinogen or reproductive toxicant (“Listed Chemicals”). Under

Proposition 65, the primary responsibility for providing a Proposition 65 compliant warning for exposures to a Listed

Chemical that result from a California consumer’s acquisition, purchase, storage, consumption, or any reasonably foreseeable

use of a consumer product or component part thereof, is with the manufacturer, producer, packager, importer or distributor of

the products.

Tillys requires all of its suppliers, regardless of size, to comply with Proposition 65. Suppliers must print or affix a compliant

warning to the product or its immediate container or wrapper if the product contains or, through its reasonably foreseeable use

can expose a California consumer to, one or more Listed Chemicals, unless the supplier can prove that the level of exposure

to the Listed Chemical(s) in the product is below the No Significant Risk Level (NSRL) for chemicals listed as carcinogens,

and/or below the Maximum Allowable Dose Level (MADL) for chemicals listed as reproductive toxicants. It is the supplier’s

responsibility to determine if the products being offered to Tillys require a warning. If the supplier determines that a warning

is required, Tillys expect such warning will comply with Proposition 65’s regulatory content requirements.

Tillys is also a party to certain consent judgments and settlements of legal actions brought under California’s Proposition 65

relating to various products, including footwear, jewelry, and fashion accessories, that may impose additional or different

obligations or requirements for compliance with Proposition 65. Tillys requires all of its suppliers, regardless of size, to

comply with the provisions of these consent judgments/settlements as described below.

Please be aware that the obligation to comply with all applicable laws and regulations, including Proposition 65 and the

applicable consent judgments/settlements described below, remains yours alone. Tillys has no obligation to provide you with

updates as new legal developments occur.

CONSENT JUDGMENTS/SETTLEMENTS

This section contains important information concerning the content of and limits on Listed Chemicals in specific types of

products sold to Tillys, as required by court-approved Consent Judgments and/or settlements of legal actions brought under

California’s Proposition 65. You must ensure that all products subject to an applicable consent judgment or settlement

comply with the standards set forth in the applicable Consent Judgment and/or settlement as summarized below. Tillys

requires its vendors to use their best commercial efforts to provide Tillys with compliant products. At Tillys discretion,

vendors that do not meet the requirements of the various consent judgments or settlements summarized below are subject to

expense offset fees, returns, chargebacks, and/or order cancellation.

A. FOOTWEAR

In 2014, Tillys entered into a Consent Judgment regarding the content of lead in footwear products. You can obtain a copy of

the footwear consent judgment here. You must ensure that any footwear products manufactured, imported, distributed, or

supplied to Tillys comply with the following standards (lead limits) under the Consent Judgment:

https://oehha.ca.gov/proposition-65/chemicals

https://oehha.ca.gov/proposition-65/chemicals

https://oag.ca.gov/system/files/prop65/judgments/2014-00092J2436.pdf







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Component Type Lead Limit (PPM)

Paint or other surface coatings 90

Polyvinyl Chloride (PVC) 200

All other materials or components other than cubic

zirconia (sometimes called cubic zirconium, CZ),

crystal, glass or rhinestones

300

B. JEWELRY

In 2007, Tillys entered into a Consent Judgment regarding the content of lead in jewelry and/or its components. You can

obtain a copy of the jewelry consent judgment here. In addition, California has enacted the California Metal-Containing

Jewelry Law, CAL. HEALTH AND SAFETY CODE §§ 25214.1 et seq, (the “Jewelry Law”), which regulates the amount of lead

in adult jewelry, and lead and cadmium in children’s jewelry. More information on the Jewelry Law can be found here.

Children’s jewelry is also subject to the provision of the Consumer Product Safety Improvement Act of 2008 (“CPSIA”).

More information on CPSIA can be found here.

You must ensure that any jewelry manufactured, imported, distributed, or supplied to Tillys comply with the following

standards (lead limits) under the Consent Judgment. To the extent such jewelry is also subject to the Jewelry Law and/or

CPSIA, Tillys requires its suppliers to comply with the lowest applicable lead limits.

ADULT JEWELRY (13 AND OLDER) LEAD SPECIFICATIONS

CLASS 1 COMPONENTS

Component Lead Limit

Stainless and surgical steels No lead content restrictions.

Karat gold

Sterling silver

Platinum, palladium, iridium, ruthenium, rhodium, or

osmium (“platinum group metals”)

Natural and cultured pearls

Glass, ceramic, and crystal decorative components

(e.g., cat’s eye, cubic zirconia (sometimes called cubic

zirconium, CZ), glass, rhinestones, cloisonne).



http://www.dtsc.ca.gov/leadinjewelry.cfm

http://www.dtsc.ca.gov/leadinjewelry.cfm

https://www.cpsc.gov/Regulations-Laws--Standards/Statutes/The-Consumer-Product-Safety-Improvement-Act

https://www.cpsc.gov/Regulations-Laws--Standards/Statutes/The-Consumer-Product-Safety-Improvement-Act






1.02 4 of 10

CLASS 2 COMPONENTS

Component Type Lead Limit

Electroplated metal alloys (must be plated using the

Best Management Practices described in Consent

Judgment).

less than 10 percent lead by

weight

Unplated metal not defined as Class 1 Components Less than 1.5% lead (15,000

ppm)

Plastic/Rubber (e.g., acrylic, polystyrene, plastic

beads/stones, polyvinyl chloride (PVC))

0.02% (200 ppm)

Dyes and Surface Coatings 0.06% (600 ppm)

Printing inks or ceramic glazes used in Children’s

Products

0.06% (600 ppm)

CLASS 3 COMPONENTS


Any part of Jewelry that is not a Class 1 or Class 2

Component

0.06% (600 ppm)

Any gemstone that is cut and polished for ornamental

purposes except the following: aragonite, bayldonite,

boleite, cerussite, crocoite, ekanite, linarite, mimetite,

phosgenite, samarskite, vanadinite, and wulfenite

Elastic, fabric, ribbon, rope, and string with no

intentional lead and not otherwise listed as a Class 2

Component

Natural decorative materials (e.g., amber, bone, coral,

feathers, fur, horn, leather, shell, wood) if treated in a

way that does not add lead

Adhesives






1.02 5 of 10

CLASS 1 COMPONENTS


Stainless and surgical steels 100 ppm

Gold 10 Karat greater

Silver at least 925/1000 pure

Platinum, palladium, iridium, ruthenium, rhodium, or

osmium (“platinum group metals”)

Natural and cultured pearls

Any gemstone that is cut and polished for ornamental

purposes except the following: aragonite, bayldonite,

boleite, cerussite, crocoite, ekanite, linarite, mimetite,

phosgenite, samarskite, vanadinite, and wulfenite

Dyed and undyed yarn and textiles with no intentional

lead

Natural decorative materials (e.g., amber, bone, coral,

feathers, fur, horn, leather, shell, wood) if treated in a

way that does not add lead

CLASS 2 COMPONENTS

Third-Party Testing and Certification Required


Metal (plated and unplated) 0.01% (100 ppm)

Plastic/Rubber (e.g., acrylic, polystyrene, plastic

beads/stones, polyvinyl chloride (PVC))

0.01% (100 ppm)

Dyes and Surface Coatings 0.09% (90 ppm)

Glass or crystal decorative components, including

rhinestones

0.01% (100 ppm)






1.02 6 of 10

CLASS 3 COMPONENTS


Any part of Jewelry that is not a Class 1 or Class 2

Component

0.01% (100 ppm)

CADMIUM IN JEWELRY

Jewelry manufactured, imported, distributed, or supplied to Tillys must also comply with the cadmium content limits

identified below:

Product Type Cadmium Limit

Children’s (12 or younger) Jewelry No more than 75 ppm

cadmium in any component

Adult (13 or older) Jewelry No more than 300 ppm

cadmium in any component,

excluding components made

from cubic zirconia (cubic

zirconium or CZ), glass,

rhinestones, or vitrified

cermaics.

C. LEATHER, VINYL OR IMITATION LEATHER CLOTHING

In 2016, Tillys entered into a Consent Judgment regarding the content of lead in clothing made with leather, vinyl, or

imitation leather materials. You can obtain a copy of the clothing consent judgment here. You must ensure that any clothing

products manufactured, imported, distributed, or supplied to Tillys made with leather, vinyl or imitation leather materials

comply with the following standards (lead limits) under the Consent Judgment:







300








1.02 7 of 10

D. BELTS

In 2016, Tillys entered into a settlement agreement regarding the content of lead in belts. You can obtain a copy of the

settlement agreement here. You must ensure that any belt products manufactured, imported, distributed, or supplied to Tillys

comply with the following standards (lead limits) under the settlement agreement:



Leather (including composited leather) 300





300

https://oag.ca.gov/system/files/prop65/settlements/2010-00623S1508.pdf

https://oag.ca.gov/system/files/prop65/settlements/2010-00623S1508.pdf






1.02 8 of 10

CONSUMER PRODUCT SAFETY & LAB REPORTS

Product safety is a top priority and we want to be assured all products available for sale to customers are safe and meet all

federal and state requirements. As the supplier to our company, you are responsible for being informed about how to comply

with all rules, bans, standards, laws and regulations applicable to your products, including U.S., Canada and State laws (e.g.

California Proposition 65), the Consumer Product Safety Improvement Act of 2008 and any other rule or law enforceable by

the U.S. Consumer Product Safety Commission (CPSC).

A Certificate of Compliance (C.O.C.) is required for ALL merchandise including but not limited to the following:

Jewelry, Cosmetics, Cosmetic Accessories, Belts, Waste Belts/Bags, Handbags, Footwear and Home/Gift items.

Certain adult wearing apparel determined exempt from testing under the CPSC’s clothing flammability standard do

not require a Certificate of Compliance to be submitted. Merchandise exempt from C.O.C.s are: adult tops, pants,

shorts, skirts, dresses, and leggings, unless they are made with leather, vinyl or imitation leathers, in which case a

C.O.C. for Proposition 65 is required. .

To obtain a copy of the C.O.C. form click here or email your buyer at their designated Tillys email address. The form must be

filled out and submitted to the buyer with pre-production samples and third party certified test report(s) declaring that the

merchandise meets all applicable regulations and was tested for applicable Proposition 65 Listed Chemicals, if any. Tillys

requires that all third party testing be conducted by a CPSC accredited testing laboratory. A complete list of accredited

laboratories can be referenced on the CPSC’s website: http://www.cpsc.gov/cgi-bin/labsearch/. Buyer must receive the

C.O.C. and third party certified test report(s) at least 90 days prior to ship date or as far ahead of production as possible.

Test reports are valid for one calendar year from the test issue date. If an item is re-ordered under the same style number

and the C.O.C. and the laboratory report on file is less than 12 months old, a new lab report does not need to be submitted.

Lab reports and C.O.C. must be legible and submitted to your buyer in a PDF file format, 2 days prior to the scheduling

appointment for shipment. A chargeback of $750 will apply if lab report is not correctly on file.

C.O.C. Requirements:

• Identify the product covered by the C.O.C.

o One item# per C.O.C. submitted (Not the SKU #)

• Cite to each consumer product safety regulation, including Proposition 65, if applicable, to which the

product is being certified.

• Identify the importer or domestic manufacturer certifying compliance of the product:

o Name

o Full mailing Address

o Phone number

• Provide the date and place where the product was manufactured.

o For the date(s) when the product was manufactured, provide at least the month and year. For the

place of manufacture provide at least the city (or administrative region) and country where the

product was manufactured or finally assembled. If the same manufacturer operates more than one

location in the same city, provide the street address of the factory.

• Identify the third party laboratory, if necessary, on whose testing the certificate depends.

https://www.tillys.com/on/demandware.static/-/Sites-tillys-Library/default/dwe85118f2/info/CERTIFICATION-OF-COMPLIANCE-5-9-19.pdf

https://www.tillys.com/on/demandware.static/-/Sites-tillys-Library/default/dwe85118f2/info/CERTIFICATION-OF-COMPLIANCE-5-9-19.pdf

http://www.cpsc.gov/cgi-bin/labsearch/

http://www.cpsc.gov/cgi-bin/labsearch/






1.02 9 of 10

o Name

o Full mailing address

o Phone number

• Provide the date(s) and place where product was tested for compliance.

• Contact information for the person maintaining test records.

o Name

o Full mailing address

o Email

o Phone number

• Attach each applicable regulation test.

• Must be in English

• No scanned/handwritten copies, only PDFs (Adobe Reader XI or higher only)

• Do not save over existing C.O.C.s

• C.O.C. form must be the first page of merged PDFs

• Must be submitted annually. Any C.O.Cs on file over a year old are considered invalid and expired.






1.02 10 of 10

CERTIFICATION AND ACKNOWLEDGMENT OF PROP 65

The undersigned certifies that all products sold to Tillys comply with the California Safe Drinking Water and

Toxic Enforcement Act of 1986, or Proposition 65, and the Consumer Product Safety Improvement Act. The

undersigned represents and warrants that it owns all rights, title and interest in and to all intellectual property

associated with the products it sells to Tillys. The person signing on behalf of the company listed below

represents that he or she is authorized to bind the company. I certify that I have received and will comply with

the Compliance Manual and any supplements. Tillys Compliance Manual, including any supplements, contains

instructions for pre-ticketing, packing, shipping, vendor returns, chargebacks, and quality auditing guidelines

for all merchandise delivered to Tillys Distribution Centers. It is important that all guidelines outlined in this

Compliance Manual are followed in order to expedite the processing of merchandise, help prevent delay of

payment, and facilitate the return of merchandise to the Vendor.

The Compliance Manual is available online at www.tillys.com/customer-vendor-info.html. Follow the

instructions on the web page to view and print the manual. We may update the Compliance Manual at any

time, as we feel is necessary. We will attempt to provide electronic notice of any material changes or updates,

but may not always be able to do so. Therefore, vendors should periodically review the Compliance Manual

online to remain current with our policies. By accepting any purchase order from Tillys a vendor agrees to

be bound by the terms of the Compliance Manual, including any updates.

We appreciate your cooperation and we look forward to working with you in the future. If you should have any

questions concerning the Compliance Manual, please e-mail us at [email protected].

In addition, I certify that I am authorized to sign this document on the behalf of: Vendor/Company Name (Please Print)

Street Address (Please Print)

City State Zip

Signature

Name and Title (Please Print) Date







General Information Invoice Requirements 1.03 1 of 1

INVOICE REQUIREMENTS

1. Originals of all invoices should be emailed to [email protected] or mailed in hard copy form to the attention of the Accounts Payable Department:

Tillys Attention: Accounts Payable 10 Whatney Irvine, CA 92618

2. There should be one invoice per purchase order; this one-to-one relationship is required to enable invoices to

be systemically matched to enable payment. If Tillys receives multiple invoices per purchase order or one invoice covering multiple purchase orders, delays in payment will occur.

3. Every invoice should have the corresponding Tillys purchase order # clearly indicated.





Ordering Tickets Apparel and Footwear 2.01 1 of 1

ORDERING TICKETS: APPAREL AND FOOTWEAR

A. Tickets

If a Pre-Ticket Type is specified on a Tillys Purchase Order, then pre-ticketing is required for that order. All tickets are to be purchased by the vendor from FineLine as specified below. Unauthorized printing of Tillys’ price tickets is not permitted and will result in a chargeback. Please contact your Tillys Buyer if you have any questions on ticketing requirements.

Currently all tickets may be obtained for both US and Asia from:

FineLine Technologies US FineLine Technologies Asia Contact: Jennifer Parker and Karen Edmond Contact: Nicole Cheung and Priscilla Cheng Phone: 800.500.8687 ext. 3223 Phone: 852.2156.9788 Fax: 678.969.9201 Fax: 852.2156.9166 Email: [email protected] Email: [email protected]

[email protected] [email protected]

B. Ordering Instructions 1. All price tickets, price stickers, and 2-Piece Match tickets must be ordered from FineLine Technologies through

FastTrak, their online ordering system, unless other instructions are given by Tillys. Ticket type required will be indicated on the Tillys purchase order.

2. All vendors must register on the FastTrak website to place ticket orders directly online. To register, visit https://www.finelineglobal.com/fasttrak/ and click on the FastTrak icon. In order to complete registration, you must add Tillys as the retailer and provide your vendor ID. This ID is your vendor #, which can be found on your Tillys purchase order or by contacting the appropriate Tillys Buyer. Once registered, you can select your purchase order from the list provided and place your order (do not free key PO info to create price tickets). All orders will be available to ship from the US and Asia, most within 48 hours. Once you are logged into your FastTrak account you will be able to download a full copy of the FastTrak User Guide for Tillys vendors.

3. The vendor is responsible for all charges. 4. West Coast Vendors: Vendors ordering price tickets for delivery to a Southern California address can select the option

to pick up price tickets from FineLine’s Costa Mesa office instead of paying for shipping charges.

1760 Monrovia Ave Suite C14 Costa Mesa, CA 92627 Contact: 949-200-9020

Contact FineLine with any questions or concerns at 800-500-8687, or via email at [email protected] or [email protected].

C. Ticketing Instructions 1. Price tickets, price stickers, and 2-Piece Match tickets must be attached properly as directed in the sections regarding

ticket placement in this manual (sections 2.02, 2.03). 2. The price ticket or price sticker for the correct style, color, and size must be attached to the correct item. The color

codes and color descriptions are listed on the Tillys Purchase Order.

mailto:[email protected]%09


mailto::%[email protected]






https://www.finelineglobal.com/fasttrak








Pre – Ticket Procedures Apparel 2.02 1 of 3

PRE-TICKET PROCEDURES

If a vendor’s hang tag is attached to the merchandise, any information on the tag must correlate to the actual item it is attached to (i.e., size on hang tag must match size of garment). MSRPs must be removed.

A fine needle should be used when attaching price tickets. All tickets should be attached with a 1” tach-it. All tickets are heat sensitive. Do not steam or press the garments once the tickets have been applied.

ALL (Women’s/Girls, Men’s/Boys) Tops – Jackets, Shirts, Dresses, Tank Tops, Sweaters, and Hoodies: 1. The Tillys Hang Price Ticket must be attached to the main label inside the back center of the neck of the garment. 2. If there is no main label or the main label is sewn down, then the price ticket must be attached through the seam at

the back center of the neck inside the garment. If there is no neck seam, see instructions below. 3. For garments of delicate fabrics, or those with no neck seams (ex. Raw edge necklines), price ticket must be attached

under the left arm where the seam is reinforced. 4. Tube tops, halters or backless tops will have the price ticket attached to the main label even if it is not in the neck of

the garment.

All Tops:

Jacket Shirt Dress

Women’s/Girls Pants/Jeans, Capri’s, Shorts, Board Shorts and Skirts, and Men’s/Boys Pants (except Dickies brand Pants):

1. The Tillys Hang Price Ticket must be attached through the left hip side seam no lower than 1’’ (one inch) from the bottom of the waistband of the garment.

All Bottoms:

Pants/Jeans Women’s/Girls Shorts Skirts

3





Men’s/Boys Shorts and Men’s/Boys Dickies brand Pants/Shorts: 1. Men’s and Boys’ shorts must be folded with the fly folded in as indicated in the sketch below.

2. Men’s and Boys’ Dickies brand Pants and Shorts must be folded with the fly folded in as indicated in the sketch below. 3. The Tillys Hang Price Ticket must be attached through the right hip side seam no lower than 1” (one inch) from the

bottom of the waistband of the garment.

Men’s/Boys Shorts:

Men’s/Boys Shorts

All Girls Loungewear:

1. A Loungewear Disclaimer tag must be attached next to the Tillys Hang

Price Ticket on all Girls loungewear. 2. The Disclaimer tag must be attached to all tops and all bottoms. For

loungewear sets, there must be a disclaimer tag on both the top and the bottom.

Women’s & Girls – Swim Separates:

Swimwear Separates – Tops:

1. The Tillys Hang Price Ticket must be attached as follows:

o If there is a main label on the left, then through the main label.

o If the main label is not on the left, then through the left side seam. o If there is no seam, the Tillys price ticket can still be attached to the left side as long as it will not cause damage.

2. If a hang tag is being used, attach it in the same place as the price ticket.

Swimwear Separates – Bottoms:

3. The Tillys Hang Price Ticket must be attached to the main label inside the bottom piece of the swimsuit.

4. If there is no main label or the main label is sewn down, then attach the price ticket through the top center of the back seam.

5. Place sanitary strips inside bottom piece of the swimwear.

Top Bottom





Women’s – Bras and Panties: Bras:

1. The Tillys Hang Price Ticket must be attached to the care label inside the bra clasp. If the care label is not located in the back of the bra near the clasp, the price ticket must be attached through the seam at the bottom left-hand corner of the clasp.

2. No additional hangtags should be attached to the garment unless approved by the Buyer.

Panties:

1. The Tillys Hang Price Ticket must be placed through the size label of the panty.

2. No additional hangtags should be attached to the garment unless approved by the Buyer.

Bras and Panties:

Bra Panty

Two-Piece Sets: Tops:

1. Tillys 2-Piece Match Ticket must be attached to the main label of the top as described for the Hang Price Ticket.

2. The Tillys Hang Price Ticket must be attached to the top as described for the Hang Price Ticket.

Bottoms:

1. The Tillys 2-Piece Match Ticket must be attached to the bottom as described for the Hang Price Ticket.

2. There is no hang Price Ticket on the bottoms of two-piece sets.

Two-Piece Sets:

Swim Sets

Apparel Sets



Pre – Ticket Procedures Footwear 2.03 1 of 1


If a vendor’s hang tag or sticker is attached to the merchandise or its packaging, any information on the tag or sticker must correlate to the actual item it is attached to (i.e., size on hang tag must match size of shoe). MSRPs must be removed.

1. BOXED SHOES

a. Full-size price stickers are placed in the lower left corner on the front of the box.

b. If the box has a UPC barcode on it, then place the Tillys price sticker on top of this barcode.

c. Do not place Tillys price stickers on top of any style number or color descriptions on your box.

2. HANGING – Use a 2” plastic loop Tach-it to attach the sandals together with the hanging SHOES/SANDALS price ticket in front. Place the shoes/sandals on a hanger (see PO for details).

For all other footwear items that are not listed in this manual, please contact the respective Tillys Buyer for proper ticket/sticker placement.



Ordering Tickets Accessories 2.04 1 of 8

ORDERING ACCESSORY CARDS, STICKERS AND PRICE TICKETS

If an Accessory “Card” Type is specified on the Tillys purchase order, the merchandise must ship on our private label card (jewelry, hair, shoelaces) or with our private label sticker (sunglasses). Pre-ticketing may also be required if a Pre-Ticket Type is specified on the purchase order. The cards, stickers, and price tickets are to be purchased by the vendor from either A&H or FineLine Technologies (dependent on category). Unauthorized printing of Tillys’ price tickets is not permitted and will result in a chargeback. Please contact your Tillys Buyer if you have any questions on ticketing requirements.

A. A&H –Private Label Cards/Stickers & Price Ticket/Security Sensor Stickers

A&H U.S.A. A&H China Contact: Lee Ann Mancini, National Sales Exec. Contact: Tammy Wang Office: 401-943-5040 ext. 546 Office: 86 532 847105607 Cell: 401-536-8532 Email: [email protected] Email: [email protected] One Carding Lane Johnston, RI 02919

1. If private label accessory cards or stickers are required for the categories listed below, they are to be

purchased by the vendor from A&H U.S.A. The price tickets and security sensor stickers will automatically be shipped in correspondence with the private label cards or stickers.

• Jewelry

• Hair

• Sunglasses

• Shoelaces

Order Options:

Full Tilt Earring Card Full Tilt Trio Earring

TILLYS0031 Card TILLYS0034








Full Tilt 6-Earring Card Full Tilt Ring Card TILLYS0035 TILLYS0032

Full Tilt 9-Earring Card

TILLYS0042




Full Tilt 20-Earring Card TILLYS0041




Full Tilt Bracelet Card TILLYS0040

Full Tilt Cuff/Hair Card

TILLYS0033




Full Tilt Small Fold over Card

TILLYS0037




Blue Crown Small Fold over Card

TILLYS0010

Blue Crown Tag Card TILLYS0006

Blue Crown Sunglass Sticker Full Tilt Sunglass Sticker TILLYS0013 TILLYS0024




2. If pre-ticketing is indicated on the purchase order for the categories listed below, price ticket/security sensor stickers must be purchased by the vendor from A&H U.S.A.

• Cosmetics/Beauty/Grooming/Fragrance

• Fashion Watches

• Socks (branded vendors excluded)

• Shoelaces

Order Options:

Accessory Price Ticket/Security Sensor Sticker Sunglass Price Ticket/Security Sensor Sticker TILLYS0017 TILLYS0018

Accessory Price/Security Sensor Fragrance TILLYS0016




B. FineLine Technologies – Price Tickets for all categories not listed in sections A1 and A2.

FineLine Technologies US FineLine Technologies Asia Contact: Jennifer Parker and Karen Edmond Contact: Nicole Cheung and Priscilla Cheng Phone: 800.500.8687 ext. 3223 Phone: 852.2156.9788 Fax: 678.969.9201 Fax: 852.2156.9166 Email: [email protected] Email: [email protected] [email protected] [email protected]

If pre-ticketing is indicated on the purchase order for any category not listed in sections A1 or A2, all tickets are to be purchased by the vendor from FineLine as specified below. Unauthorized printing of Tillys’ price tickets is not permitted and will result in a chargeback. Please contact your Tillys Buyer if you have any questions on ticketing requirements.

Ordering Instructions 1. All vendors must register on the FastTrak website to place ticket orders directly online. To register, visit

https://www.finelineglobal.com/fasttrak/ and click on the FastTrak icon. In order to complete registration, you must add Tillys as the retailer and provide your vendor ID. This ID is your vendor #, which can be found on your Tillys purchase order or by contacting the appropriate Tillys Buyer. Once registered, you can select your purchase order from the list provided and place your order (do not free key PO info to create price tickets). All orders will be available to ship from the US and Asia, most within 48 hours. Once you are logged into your FastTrak account you will be able to download a full copy of the FastTrak User Guide for Tillys vendors.

2. The vendor is responsible for all charges. 3. West Coast Vendors: Vendors ordering price tickets for delivery to a Southern California address can select the option

to pick up price tickets from FineLine’s Costa Mesa office instead of paying for shipping charges.


Contact FineLine with any questions or concerns at 800-500-8687, or via email at [email protected] or [email protected]

Ticketing Instructions 1. Price tickets and price stickers must be attached properly as directed in section 2.05.

2. The price ticket or price sticker for the correct style, color, and size must be attached to the correct item. The color codes and color descriptions are listed on the Tillys Purchase Order.

















Pre – Ticket Procedures Accessories 2.05 1 of 13

PRE-TICKET PROCEDURES: ACCESSORIES

Accessory Carding

Fold-Over Accessory Card: • Shoe Laces

• Jewelry:

• Necklaces, Chokers.

• Anklets. • Bracelets (less than ¾” wide).

• Hair Accessories:

• Headbands.

• Ponies.

Instructions: 1. Place the item on the card, remove the adhesive cover, fold in half to bring both ends of the card together and adhere.

2. All products must be secured to the card by clear band, string pin, or tape to card. 3. The front of the card should have the Full Tilt or Blue Crown Logos (see purchase order for details). 4. Place the accessory price ticket / security sensor sticker on the back of the fold-over accessory card, centered as

shown in the diagrams below. 5. Each item should be placed in an individual poly bag.





TILLYS0037 TILLYS0037





Cuff/Hair Accessory Card: • Cuff Bracelets wider than ¾”.

• Barrettes.

• Hair Clips.

Instructions: 1. The front of the card should have the Full Tilt logo. 2. Place the price ticket/security sensor sticker on the back of the accessory card as pictured below. The price

sticker must be placed as shown to leave space for a possible markdown sticker. 3. Secure product to card by taping backside of clips/pins to the back of the accessory card. 4. Each item should be placed in an individual poly bag.

Front Back

TILLYS0033

Ring Accessory Card: • Rings.

Instructions: 1. The front of the card should have the Full Tilt logo.

2. Place the accessory price ticket/security sensor sticker on the back of the accessory card as pictured below. The price sticker must be placed as shown to leave space for a possible markdown sticker and to ensure the sticker does not cover the back of the ring and the attachment.

3. Place the carded accessory security sensor sticker on the back of the ring accessory card in the upper left corner of the card. Security sensor sticker artwork shown is not to scale.

4. Rings must be attached to card with a secure attach or string pin. 5. Each item should be placed in an individual poly bag.





FRONT BACK

TILLYS 0032


Single-Earring Accessory Card: • Single sets of Earrings.

Instructions: 1. The front of the card should have the Full Tilt logo. 2. Place the accessory price ticket/security sensor sticker on the back of the accessory card as pictured below. The

price sticker must be placed as shown to leave space for a possible markdown sticker and to ensure the sticker does not cover the backs of the earrings.

3. Secure earrings with an additional rubber backing. 4. Each item should be placed in an individual poly bag.




FRONT BACK

TILLYS0031

3/6/9/20-Earring Accessory Card: • Earrings in sets of 3, 6, 9 or 20.

Instructions: 1. The front of the card should have the Full Tilt logo. 2. Place the accessory price ticket/security sensor sticker on the back of the accessory card as pictured below. The

price sticker must be placed as shown to leave space for a possible markdown sticker and to ensure the sticker does not cover the backs of the earrings.

3. Secure earrings with an additional rubber backing. 4. Each item should be placed in an individual poly bag.

FRONT BACK

TILLYS0034/0035/0042/0041





Full Tilt Bracelet Card:

• Wide bangle bracelets or large multiple bracelets.

Instructions: 1. The front of the card should have the Full Tilt logo. 2. Place the accessory price ticket/security sensor sticker on the back of the accessory card as pictured below.

3. Bracelets/Bangle must be attached with a 2” plastic loop to the accessory tag card. 4. Each item should be placed in an individual poly bag.

FRONT BACK

TILLYS0040





Blue Crown Accessory Tag Card: • Men’s necklaces and bracelets.

Instructions: 1. The front of the card should have the Blue Crown logo. 2. Place the accessory price ticket/security sensor sticker on the back of the accessory card as pictured below. 3. Necklace/Bracelet must be attached with a 2” plastic loop to the accessory tag card. 4. Each item should be placed in an individual poly bag.

FRONT BACK

TILLYS0013





TILLYS0013





If a vendor’s hang tag or sticker is attached to the merchandise or its packaging, any information on the tag or sticker must correlate to the actual item it is attached to (i.e., size on hang tag must match size of item). MSRPs must be removed.

Tach-its:

Use a 2” plastic loop Tach-it to attach the Tillys Hanging Price Ticket as follows:

1. BACKPACKS – Around the handle located on the top of the backpack.

2. HANDBAGS – Around the right side of the handle. 3. WATCHES – Around the bottom of the watchband.

4. HATS / VISORS – Through the vendor label inside the hat.

5. SCARVES – Through the bottom (seam if applicable) of the item.

6. WEB BELTS – Through the material up to 2” below the buckle.

Place the belt on a black generic belt hanger.

7. ALL OTHER BELTS – Through the loop on the belt. If there is no loop, then through the buckle.3

Place the belt on a black generic belt hanger. See PO for details.





FRAGRANCE





Other:

1. SOCKS – All socks (except certain styles when specified on the Tillys Purchase order) must have a sock band around them. Place the Accessory price ticket/security sensor sticker on the back of the sock band in the lower right corner.

2. SUNGLASSES – Sunglasses must be ticketed with a Tillys Rat-tail Price Sticker. Place the sunglass price

ticket / security sensor sticker on the left arm of the sunglasses, 2” from the end. For Generic Sunglasses: Place the Full Tilt or Blue Crown logo UV sticker on the left lens in the lower corner as shown. Each item should be placed in an individual poly bag. For Designer Sunglasses: No polybag needed if product cones in individual package/box.

3. WALLETS – Place the Tillys Hang Price Ticket inside the wallet in the plastic identification holder.

4. TECH/HOME – For all tech, home, hydration, air fresheners, key chains, please refer to the following

guidelines, and contact the appropriate Tillys Buyer for further information:3

The Accessory price ticket/security sensor sticker must always be placed to cover the vendor UPC code, either on the item packaging or directly on the item for items with no packaging. For items with packaging but no UPC code, place the Accessory price ticket/security sensor sticker on the back of the packaging on the lower right corner. For items with no packaging and no UPC code, place the Accessory price ticket/security sensor sticker on the bottom of the item.

5. Watches – If boxed use Ticket # 4, no polybag needed.

If packaged, use ticket # 2, no polybag needed. Any other situation contact buyer

6. Candy/Misc Toys – If covering an existing UPC code on individual package, use Ticket # 2. Each item needs to be price ticketed prior to shipping to Tillys. All PDQ info must be relayed to buyer at time of order for approval. Inner Carton approval by buyer prior to shipping to Tillys. Preferred shipment is with no inner cartons, unless needed for protection of product. Must obtain buyer/Vendor Compliance approval for shipments coming with inner cartons.

7. Pins/Patches – All pins must be individually pre-ticketed using ticket #5

All pins must come pre-packaged in quantities of 5

Patches must be individually pre-ticketed using Ticket # 2

All patches must be pre-packed in quantities of 4

Any other request/needs must be approved by buyer prior to shipment





8. Cosmetics/Beauty –

. For all other accessories that are not listed in this manual, please contact the respective Tillys Buyer for proper ticket/sticker placement.





: ACCESSORIES

BLUE CROWN SHOESTRING

Tillys Vendor Compliance Manual Last Update: 12/112017 © 2020 Tillys Clothing, Shoes & Accessories


Ecommerce PO Requirements

Ecom PO Labeling Specifications

2.06 1 of 1

LABELING SPECIFICATIONS FOR ECOMMERCE “B” PURCHASE ORDERS

TILLYS E-COM LABEL

For purchase orders with “Pre-Labeled: Yes” in the Pre-Ticket Type field, the vendor is required to provide an e- com label on each item. This label is used in the automated order fulfillment process and for confirmation that the customer is receiving the proper merchandise. The e-com label can be purchased through FineLine or printed by the vendor (barcodes and labels will not be provided by Tillys).

• See Sections 2.01 and 2.04B for FineLine ordering instructions. • For Accessory vendors shipping product requiring price tickets from A&H, please see your buyer if you

would prefer to order the e-com label from FineLine instead of printing. The e-com label is to be affixed to the outside of the polybag (centered) or bottom side of shoe boxes (centered). VENDOR UPC LABEL & HANG TAG

When the vendor has their own UPC, the UPC barcode must be applied on a separate ticket or label on the side of the polybag opposite the Tillys e-com label (i.e., Tillys e-com label on the front; vendor UPC label on the back).

• Please have the proper label affixed to the outside of the polybag. If the shoe box has the Vendor UPC on it, please do not cover it with a label.

• Ensure that no other bar codes are on the same side as the e-com label (creates a scanning conflict). • Any information on a vendor polybag label must correlate to the actual item inside the polybag. • Any information on a vendor hang tag must correlate to the actual item the tag is attached to. • Vendor’s UPC label and/or hang tags must not contain the vendor’s MSRP.

PRINTING THE E-COM LABEL

1. To print the labels internally, barcode printing software, sticky labels, and a printer will be needed. The vendor can also outsource the printing process (many vendors have this done at the factory).

• Any PC with a printer can create barcoded labels. A search of Amazon or Google will turn up a variety of software programs to print barcoded labels. You can get free barcodes at the website http://www.barcode-generator.org/. Copy the barcode from the screen and paste it into Microsoft Word which can print labels. Microsoft Word can also create labels.

2. Barcode must conform to the “UPC-A” convention. There are many types of barcodes, but Tillys scanners are programmed for the UPC-A format. Configuration of this format takes place when creating the barcode in the barcode printing software.

3. Tillys UPCs are 11 digits long. When the UPC-A barcode prints, 12 numbers may be displayed. The last digit is a check digit generated by the barcode software itself. When creating the barcode enter the 11 digit number ONLY.

4. The e-com label must be a minimum of 1” tall and 2” wide, with the barcode having the minimum dimensions detailed below:

Shorter Bars:

Min 1/2” Tall

Taller Bars: Min 5/8” Tall

Size: 28 X 30 Color: 100 BLACK RSQ M LONDON SKINNY TWILL PANT

18247910003

Barcode Width: Minimum 1 9/16”

5. The barcode must provide high contrast (black/white) for optimum scanning rates.

6. E-com label (bar code/human readable) is to include size, color, item description, and Tillys UPC. This information is provided on the UPC Listing pdf attached to the Tillys purchase order submissions and is also available in FineLine’s FastTrak ordering system. Labels must not contain Tillys retail or vendor’s MSRP.

http://www.barcode-generator.org/

http://www.barcode-generator.org/



Only at Tillys Tickets Exclusive Tillys Product 2.07 1 of 2

A. Tickets

If an “Only at Tillys” Ticket type is specified on a Tillys Purchase Order, then pre-ticketing is required for that order. All tickets are to be purchased by the vendor from FineLine as specified below. Unauthorized printing of “Only at Tillys” tickets is not permitted and will result in a chargeback. Please contact your Tillys Buyer if you have any questions on ticketing requirements.

Currently all tickets may be obtained for both US and Asia from:

FineLine Technologies US FineLine Technologies Asia Contact: Jennifer Parker and Karen Edmond Contact: Nicole Cheung and Priscilla Cheng Phone: 800.500.8687 ext. 3223 Phone: 852.2156.9788 Fax: 678.969.9201 Fax: 852.2156.9166 Email: [email protected] Email:[email protected] [email protected] [email protected]

B. Ordering Instructions

1. All Only at Tilly’s tickets must be ordered from FineLine Technologies through FastTrak, their online ordering system, unless other instructions are given by Tillys. Ticket type required will be indicated on the Tillys purchase order.

2. All vendors must register on the FastTrak website to place ticket orders directly online. To register, visit https://www.finelineglobal.com/fasttrak/ and click on the FastTrak icon. In order to complete registration, you must add Tillys as the retailer and provide your vendor ID. This ID is your vendor #, which can be found on your Tillys purchase order or by contacting the appropriate Tillys Buyer. Once registered, you can select your purchase order from the list provided and place your order (do not free key PO info to create OAT tickets). All orders will be available to ship from the US and Asia, most within 48 hours. Once you are logged into your FastTrak account you will be able to download a full copy of the FastTrak User Guide for Tillys vendors.

3. The vendor is responsible for all charges. 4. West Coast Vendors: Vendors ordering OAT tickets for delivery to a Southern California address can select the

option to pick up price tickets from FineLine’s Costa Mesa office instead of paying for shipping charges.


Contact FineLine with any questions or concerns at 800-500-8687, or via email at [email protected] or [email protected].















Only at Tillys Tickets Exclusive Tillys Product 2.07 2 of 2

C. Ticketing Instructions 1. Only at Tillys tickets must be attached properly as directed in the section listed below.

2. The OAT ticket must be placed on top of the Tillys price ticket and attached properly as directed in the sections regarding ticket placement in the manual(sections 2.02, 2.03).



Packing and Shipping Procedures

Packing Procedures 3.01 1 of 4

PACKING PROCEDURES

The accurate and proper packing of merchandise is critical to the efficient processing of merchandise through the Tillys Distribution Centers. Tillys reserves the right to charge back any loss resulting from improper packaging. Please reach out to [email protected] with any questions, concerns, or if your product type has not been listed in the manual.

All Shipments:

1. Carton Requirements:

Carton burst strength minimum 200 lbs. per sq. inch

Preferred carton size 24” L x16” W x 15 H.

Minimum carton size 12” L x 10” W x 6” H. (“B” PO’s do not have minimum carton restrictions)

Maximum carton size 30” L x 24” W x 20” H.

Minimum carton gross weight 5 lbs.

Maximum carton gross weight 40 lbs.

All cartons must be taped securely. Tape must be no less than 2” wide.

Heavier cartons need to be secured with additional tape as needed.

No Staples.

No Straps.

2. Carton Packing Requirements:

All PO Orders: Pack only one purchase order per carton. Pack only one style/color/size per carton.

• Exceptions will only be allowed for small items and small orders where it does not make sense to pack in multiple cartons or when there are miscellaneous remaining items for a particular style which will not fill a complete carton. In these cases, mixed items must be separated by style, color, and size using dividers or master polybags within the carton. Carton labels must detail all contents within a mixed carton. (Any additional exceptions must be approved in advance).

Inner packaging not allowed unless it is needed to prevent product from breaking or becoming damaged in transit.

• Use of inner cartons or polybags must be pre-approved before shipment (send request to [email protected]).

If carton contains fragile (breakable) merchandise, please add a Fragile label to the front of the carton (alongside the carton label and Packing Slip). If there is insufficient space, the Fragile label can be added to the top of the carton. A piece of cardboard needs to be placed on top of merchandise to eliminate cutting damage when the box is opened by Tillys associates.

Only “ A” POs (Retail/Store Orders): All garments that are not on hangers must be individually folded. Bulk units should not be bundled or packaged together. If a Pre-Hang Type is specified on the Tillys Purchase Order, the order is required to ship on Tillys hangers (i.e., black plastic hanger/black hook). See section 3.02 for pre-hanging procedures. If N/A is in the Pre-Hang Type field on the order, the order must ship flat packed without hangers. All merchandise must ship flat packed in cartons, even if pre-hung.









PACKING PROCEDURES

Only “ A” POs (Retail/Store Orders) continued): Only the categories below are to be individually poly-bagged. All other items must not be individually poly-bagged.

• Jewelry

• Hair Accessories

• Non-branded Sunglasses

• Womens and Girls Swimsuits (unless order specifies pre-hang requirement)

• Non-boxed Shoes

• Handbags, Belts, Lanyards and Leather/PU Wallets

• Lingerie

• Candles

• Liquids/Make-up

• Hydration, Glass and Ceramic’s

• Facemasks

Jewelry, Hair Accessories, and non-branded Sunglasses must first be individually poly-bagged and then packed as a pre-pack into a larger poly-bag if a pre-pack quantity greater than 1 is specified on the Purchase Order. Pre-pack increments are specified as the “Pack Qty” on the Purchase Order.

• Pre-packs are not to be placed into additional inner cartons unless use of the cartons has been approved to protect the merchandise.

• Stickers are allowed to be case packed without reference on Purchase Order.

If import shipping requirements dictate the necessity for poly-bagging to protect the merchandise, please place all of the units into one master polybag. Packing in additional polybags is not permitted.

Only “B” PO’s (E-Com Orders):

Do not sensor, apply hangers, or add Tillys price tickets to Ecommerce merchandise.

All items must contain both a vendor UPC and a Tillys UPC (see section 2.06 for instructions). Merchandise for Ecommerce must be packed in eaches, not prepacks. All items must be packaged for the end customer, (1) item per polybag. See section 3.03 for Polybag Requirement guidelines.

3. Carton Label Requirements All PO’s: A 4” x 6” (LxH) carton label must be affixed to the front of each carton.





PACKING PROCEDURES

Carton Label Requirements (continued) Label must include the following information:

• PO Number (must include the “A” or “B” at the end of the numeric PO#)

• Style Number (the Tillys Style # found on the purchase order)

• Style Description (the Tillys Description found on the purchase order)

• Color (the numeric Color Code found to the left of the Color Names on the purchase order)

• Size (even if the item is One Size)

• Quantity

• Carton Count (i.e., 1 of 10, 2 of 10, 3 of 10)

▪ Do not combine POs for the carton count. Carton count on this label must only reflect the count

for the PO# on the label.

• Only one “Ship To” and “Shipped From” address may appear on the outside of the carton(s).

4. Packing Slip Requirements: All shipments require a Packing Slip and the Packing Slip must contain the following information:

▪ PO Number (must include the “A” or “B” at the end of the numeric PO#) ▪ Total unit quantities listed per style/color/size

▪ Total quantity for the PO

▪ Box count Only one purchase order number per Packing Slip is acceptable. Do not combine multiple purchase orders on the same Packing Slip. Place the detailed Packing Slip in a “Packing List Enclosed” or “Packing Slip Enclosed” envelope. Do not place the Packing Slip inside any of the cartons.

The envelope with the Packing Slip enclosed must be placed on the outside of the lead carton (carton #1), to the left of the carton label. For “B” PO’s if shipping in cartons with a width less than 10”, the Packing Slip envelope may be placed on the right adjacent side to the carton label. *Packing Slip cannot be used as a Carton Label*





PACKING PROCEDURES

Packing slip Requirements Continued

If any carton other than #1 is considered the lead carton, the Packing Slip may only be attached to that carton if the carton designated as lead is labeled as such:

If space allows, the Lead Carton label must be affixed to the same side of the carton as the carton label and Packing Slip. If space does not allow, below is the approved alternative placement:

Lead Carton Label

A copy of the Packing Slip must also be attached to the bill of lading (when the BOL is required).

All POs must ship within cartons. It is unacceptable to ship a PO, or any part of a PO, in a FedEx envelope or any other packaging besides an actual carton.




Pre-hanging Procedures 3.02 1 of 4

PRE-HANGING PROCEDURES A PO’s Only

If a Pre-Hang Type is specified on the Tillys Purchase Order, hangers will be supplied by Tillys. Please send an email request to [email protected] with the following information:

1. Hanger type requested: a. Top Hanger b. Rubber Grip Top Hanger c. Bottom Hanger d. Swim Hanger e. Bat Hanger

2. Quantity requested in cases (100 ea.). 3. Contact Name and Address 4. PO # and Ship Window.

Once your order has been placed, you will receive a confirmation e-mail from Tillys letting you know that your order is being processed and an ETA on your shipment. Please allow minimum 10 business days for processing and shipping from receipt of request.

Hanger Types and Standards

Tillys utilizes five types of hangers: the top hanger, the rubber grip top hanger, the bottom (clip) hanger, the swim hanger, and the bat hanger. If an order is to be pre-hung, the buyer will indicate on the purchase order which hanger type is required. Please contact your Tillys buyer directly with any questions or concerns. Please refer to the following hanging procedures per hanger type. Please note: only “A” (store) purchase orders should be pre-hung.




•




Hanger

Used For

Examples

Top Hanger

• All Tops

• Select Women’s Swim Tops

• Select Girls Swim Tops

• Available with

and without rubber grips

Men’s Top Women’s Top Swim Top

Bottom

Hange

r

• Men’s Pants

• Select Men’s Shorts

• Women’s Bottoms

• Strapless Women’s Tops

• NOTE: Men’s & Women’s Bottoms are hung flat.

Men’s Women’s Women’s Top

Bottoms Bottoms

Swim Hanger

• Select Women’s Swim Tops

• Select Girls Swim Tops

• All Swim Bottoms

Swim Top Swim Bottoms





Hanger

Used For

Examples

Bat Hanger

• Select Men’s Shorts

• Men’s & Boys Swim

• Boys Bottoms

• Girls Bottoms

Men’s Shorts Boys Shorts Girls Bottoms

• NOTE: Men’s Bottoms are hung folded, while Boys & Girls Bottoms are hung flat.

Top Hangers/Rubber Grip Top Hangers

▪ All Men’s, Women’s, Boys and Girls Tops are hung on top hangers, with the exception of select Woman’s Tops and Dresses.

▪ Select Swim Tops styles are hung on top hangers, and will need straps and ties to be knotted in the back to prevent hanging.

▪ All garments with “closed” necklines and tank styles should be hung without grips attached. Do not cross hanger tape straps if provided.

▪ All garments with “wide” necklines should be hung with grips attached, crossing the hanger tape straps if provided. PO will indicate that rubber grip top hangers must be used.

▪ All sweaters should be hung on rubber grip top hangers.

▪ All sleeveless garments with narrow straps (1 ½ inches or less) should be hung without grips with the straps placed inside the groove of the hanger.

▪ Please refer to the photos above for visual assistance.

Bottom (Clip) Hangers

• All Men’s Pants, Select Men’s Shorts, Women’s Bottoms, and Women’s Tube Tops/Strapless Dresses are hung on clip hangers.

• Garments should be attached flat and centered on the hanger, with equal amounts of fabric extending on each side of the clip. Garments should be pulled tight so they do not sag or droop in the middle.

• Special instructions for Dickies: All Men’s and Boys Dickies brand Pants and Shorts, that are processed “hang”, are hung on clip hangers with the fly folded inward 2 to 4 inches.

• Please refer to the photos above for visual assistance.





Swim Hangers

▪ Select Women’s Swim Tops and all Women’s and Girls Swimwear bottoms are hung on Swim Hangers.

• Swim Hangers have no teeth on the clips to avoid damaging swim fabrics.

▪ Swimwear should be attached flat and centered on the hanger, with equal amounts of fabric extended on both sides of the clip. Garments should be pulled tight so they do not sag or droop in the middle.

▪ Swim Tops that are hung using Swim Hangers, will need straps and ties to be knotted in the back to prevent hanging.

▪ Please refer to the photos above for visual assistance.

Bat Hangers

• Select Men’s Shorts (except Dickies brand), Men’s Swim, Boys Shorts (except Dickies brand), Boys Pants (except Dickies brand), Boys Swim and Girls Bottoms are hung on bat hangers.

• Boys Pants (except Dickies brand), Boys Shorts and all Girls Bottoms should be attached flat and centered on the hanger, with equal amounts of fabric extending on each side of the clip. Garments should be pulled tight so they do not sag or droop in the middle.

• Select Men’s Shorts should be hung on bat hangers with the fly folded inward 2 to 4 inches.

• Please refer to the photos above for visual assistance.



Ecommerce PO Requirements

Ecom PO Polybag Requirements

3.03 1 of 1

POLYBAG REQUREMENTS FOR ECOMMERCE “B” PURCHASE ORDERS

For purchase orders with “Pre-Bagged: Yes” in the Pre-Ticket Type field:

▪ Merchandise must be individually poly-bagged, excluding boxed shoes, sunglasses and watches (no pre-packs).

▪ Units sold as sets using one style number must be packed together in the same polybag.

▪ There should be no more than one inch of space allowed between the edge of item and the polybag.

▪ Polybag must be constructed of biaxially oriented plastic film, preferably low density polyethylene (LDPE).

▪ Polybags must be a minimum of 1.5 mil (.0038mm) thick.

▪ Polybags must be free of Butylated Hydrozyl Toluene (BHT) which can cause discoloration in garments.

▪ Polybags must be sealed securely with heat sealing, tape or self-sealing bags to contain the

merchandise within the bag at all times (do not tie the bottom of the bag or leave open).

▪ Polybags must have proper venting to allow excess air to escape (it is recommended that heat sealed

bags have two ¼ inch vent holes evenly spaced that do not interfere with bag printing).

▪ Polybags that have openings 5” or greater in diameter must be clearly labeled on one side with a Mandatory Safety Warning printed as follows:

• “WARNING- To avoid danger of suffocation, keep plastic bag away from babies and

children.

• Thin film may cling to nose and mouth and prevent

breathing. Do not use this bag in cribs, beds, carriages

or playpens. This bag is not a toy.”

• The warning should be printed clearly in black (or other color to provide conspicuous

contrast) in the following font size:

• Total Length and Width of Bag Combined • Minimum Type Size

• Less than 25 inches • 10 point

• 25 to 39 inches • 14 point

• 40 to 59 inches • 18 point

• 60 inches or more • 24 point

• This warning should be repeated at 18-inch intervals for bags whose length and width are

more than 40 inches.

• Do not place the e-com label or any other labels/stickers over the warning.

▪ Plastic bags, regardless of size or thickness, must not display cartoons, pictures or

caricatures that may encourage use of this bag as a toy by children up to the age of 14.

▪ Tillys will not accept packaging or packaging components (inks, dyes, adhesives, stabilizers or

additives) that contain lead, mercury, cadmium or hexavalent chromium that was introduced during

manufacturing. Trace levels of metals noted above may not exceed 100 parts per million (.01%) by

weight.




Shipping Guidelines 3.04 1 of 3

SHIPPING GUIDELINES

All orders MUST be shipped to the correct address, based on whether the PO is an “A” order or a “B” order:

Ship to Address for "A" POs: Ship to Address for "B" POs:

Tillys Tillys

10 Whatney 17 Pasteur

Irvine, CA 92618 Irvine, CA 92618

The following guidelines must be adhered to when shipping merchandise to Tillys Distribution Centers:

1. Tillys will not be liable for payment of invoices for merchandise that is not shipped in accordance with the Tillys purchase order and the directives found below. Vendor is expected to comply with all terms and conditions of the Tillys purchase order as well as guidelines outlined in this compliance manual. Failure to do so may subject vendor to charge backs.

2. Once a vendor has scheduled an appointment with one of Tillys’ preferred common carriers, if the shipment is not ready upon arrival of the carrier, vendor may be subject to a return trip fee of up to $75. Vendor must call and cancel or reschedule an appointment at least 4 hours prior to pick up to avoid possible return trip fee charges.

3. If a shipment is not sent via one of Tillys’ preferred common carriers, the delivering party must contact Tillys receiving department via e-mail, [email protected], to request a delivery appointment. Delivery appointments must be requested at least 48 hours (2 business days) prior to desired delivery.

4. Tillys has the right to refuse a shipment that is tendered to a common carrier before the “start ship” or arrives at the Tillys distribution center after the “in-house cancel” dates as specified on the purchase order. Please allow for transit time as well as possible delays in acquiring an appointment for delivery. Tillys’ preferred common carriers will schedule an appointment minimum 48 hours (2 business days) in advance of desired pickup. We encourage you to schedule as early as possible to avoid going past cancel date.

5. A proposal must be e-mailed to the appropriate Tillys buyer for approval on a delivery arriving earlier than the “Start Ship” or later than the “In-House Cancel” date. Do not ship merchandise without written confirmation from the buyer that the proposal has been accepted. Email this confirmation to [email protected] prior to shipment of merchandise to Tillys distribution center.

6. Shipments must be complete, Tillys reserves the right to refuse unauthorized incomplete shipments of a style. Incomplete shipments, changes and/ or modifications to a purchase order must be approved in writing by the appropriate Tillys buyer prior to tendering the load to a carrier.

7. All backorder freight charges, on late shipments for which Tillys did not authorize an extension or on purchase orders that were partially shipped, are the responsibility of the Vendor.

8. Approvals for style, color or size substitutions are to be requested in writing and must be approved by the appropriate Tillys buyer. The Packing Slip needs to reflect these changes.

9. The purchase order number must appear on the Packing Slip. Only one purchase order number per Packing Slip is acceptable. Do not combine multiple purchase orders on the same Packing Slip.

10. Packing Slip must indicate the units per style/color/size, total quantity, and box count.

11. Place Packing Slip in an envelope marked “Packing Slip Enclosed” and affix to the outside of the lead carton or carton number one of the related shipment. Packing Slip must also be attached to the BOL.

12. Do not attach or include the invoice with the shipment.

13. FTL trucks must be floor loaded, in purchase order sequence.

14. Tillys reserves the right to refuse, or unload at their convenience, shipments that arrive after their scheduled appointment time, or have no scheduled appointment.









SHIPPING GUIDELINES

Bill of Lading (Excludes Small Parcel Shipments)

1. A bill of lading cannot be used as a Packing Slip.

2. A separate bill of lading is required for each distribution center.

3. The bill of lading must indicate consignee address and shipment origin address, name of carrier, purchase order numbers, quantity of cartons per purchase order, total shipment weight, total cubic feet, class code, and date of pickup.

4. “A” and “B” PO’s must have separate BOL’s as they are separate “Ship To” addresses(see section 3.04 page 1).

5. Multiple purchase orders shipping to Tillys on the same day must be combined on one bill of lading.

6. A copy of the Packing Slip must be attached to the bill of lading.





SHIPPING GUIDELINES

LTL (Less Than Truckload) Carton Shipments

1. LTL shipments must be palletized.

2. Standard pallet size should be used (40” x 48”).

3. Do not stack pallets higher than 7’.

4. Carton(s) must be grouped by purchase order number and the outside of the carton(s) must be marked according to

specifications in Section 3.01.

5. PO’s must be complete on the pallet, not separated on multiple pallets unless it’s a large PO.

6. Shipments must not contain mixed purchase orders, styles, colors or sizes on a single pallet except when a grouping does not fill an entire pallet.

7. Do not double stack pallets.

8. All cartons on the pallet must be plainly visible to allow for accurate carton count.

9. Stack the heaviest weight cartons on the bottom row.

10. Pallets must be stacked with carton labels facing the outside of the pallet.

11. A Packing Slip per purchase order must be on the outside of the lead carton or carton number one of each individual

shipment. The lead carton must be placed at the top of the pallet with the Packing Slip facing the outside of the pallet.

12. Packing Slip must also be attached to the BOL.

13. Carton count must be marked on each pallet.

14. Each pallet must be marked (i.e., 1 of 4, 2 of 4, etc.).

15. Pallet should be shrink wrapped after cartons are loaded and a sticker placed on the shrink wrap that reads “Do Not Break Pallet Apart.”

16. Tillys requires its carriers to sign for cartons. If a carrier is unable to confirm the number of cartons tendered for any

reason (i.e., due to carton stacking method or lack of visibility for shrink wrapped pallets), shipper must either resolve the conditions that prevent the carrier from an accurate count, or accept responsibility for any shortages upon delivery to Tillys.




Routing Guide 3.05 1 of 3

ROUTING GUIDE

TILLYS TRANSPORTATION SERVICE CONTACT INFO:

Call 949-860-5445 between 8:00 AM – 4:00 PM PST, Mon. – Fri.

PLEASE CALL FOR ROUTING when: a. Shipment is more than 8 pallets; or b. Shipment is 7 pallets AND weighs less than 6 lbs. per cubic foot

For all shipments: 1. All requests for routing need to be made a minimum of 48 hours (2 business days) in advance of desired pickup. 2. No Same day deliveries will be scheduled.(See Routing Chart below for transit times). 3. When scheduling an appointment, be prepared to provide the carrier with total weight (including pallet weight),

number of pallets, cubic dimensions and number of cartons. Combine all PO’s shipping on the same day per Ship to address for the total shipment weight. A and B PO’s have two different shipping addresses and weights should not be combined.

4. Shipments with the wrong weight are subject to re-weigh fees that will be charged back to the Vendor.

5. A Bill of Lading must be correctly completed with the PO Number, the quantity of boxes in shipment, and marked freight collect. It is the vendor’s responsibility to put the correct weight, total cubic feet, and class code on the BOL. All correction fees are the responsibility of the vendor.

6. If the Vendor chooses to use a carrier other than the one specified by Tillys, the shipping costs will be at the vendor’s expense.

7. There is no freight allowance for overnight air shipments or for 2-day and 3-day and all charges for these types of shipments will be the responsibility of the Vendor.

8. There are no freight allowances for duties, taxes, residential or inside pickups, lift gate –ground pickups, customs and other fees.

9. There is no reimbursement for invoiced freight charges.

10. When shipping collect via FedEx Ground, please do not request residential delivery or signature required and please do not enter a declared value. There are additional costs associated with these services and you will be charged back if you request them.

11. Vendor is responsible for all freight charges on cartons that do not belong to Tillys – min charge will be $25.

12. FTL shipments must be loaded by PO number. Vendor will be charged back for detention fees (min. $150) caused by unloading delays due to mixed PO loads.

13. For RTV shipments - Vendor must notify Tillys of any change of address. Address correction fees will be charged back to the vendor.


For shipments from the counties listed below or shipments 10 pallets or more, please contact Tillys for Routing: Primary: E-mail: [email protected] Secondary: Phone: (949) 860-5445

Hours: 8:00AM - 4:00PM PST, Mon.-Fri.

County Carrier

Los Angeles County Orange County San Bernardino County

Riverside County San Diego County Ventura County

Transit Time: 1-2 Business Days

For shipments not specified in above section: Appointments must be made directly with the shipping company.

Tillys’ Preferred Common Carriers: Shipment From

Shipment weighing 300 lbs. or more OR 8 pallets or less

Shipment weighing 299 lbs. or less

Alameda County Kern County Sacramento County Santa Barbara County Santa Clara County Tulare County California (North of Monterey) Arizona

Nevada – Las Vegas/Henderson

ABF Freight

Phone: (800) 610-5544 http://www.abfs.com/tools/multipickup/default.asp

Hours: 8:00AM - 6:00PM EST, Mon.-Fri.

Transit Time: 1-2 days (Includes Weekends)

FedEx Ground

Please mark freight collect.

Please contact Tillys Scheduling at 949-

860-5445 or your Buyer to receive the

FedEx account number to use.

AL MD OR

CO MA PA

CT MI RI

DE MN SC

FL MO TN

GA NV

(Reno) TX

IL NH UT

IN NY WA

IA NJ WV

KS NC WI

KY OH WY

LA OK

Fedex Freight


FedEx Ground

Please mark freight collect.

Please contact Tillys Scheduling at 949-

860-5445 or your Buyer to receive the

FedEx account number to use.





Tillys Transportation Services (TTS) OR

City Logistics



http://www.abfs.com/tools/multipickup/default.asp

http://www.abfs.com/tools/multipickup/default.asp





ROUTING GUIDE

Tillys’ Preferred Common Carriers (continued): Shipment From Shipment weighing 300 lbs. or more Shipment weighing 299 lbs. or less

Canada

CSA Transportation

13950 Mica St., Santa Fe Springs, CA 90670

Phone: (800) 387-5131 Fax: (416) 292-5217 Hours: 8:00AM - 5:00PM PST, Mon.-Fri.

Transit Time: 7 days (Includes Weekends)

Same as shipments weighing 300 lbs. or more.



Quality Auditing Guidelines

Quality Auditing Guidelines 4.01 1 of 1

QUALITY AUDITING GUIDELINES

Tillys has implemented a Quality Auditing System to ensure that our customers continually get a quality product free of defects, poor workmanship or color shading problems. Generally within 20 days of receipt, Tillys will inspect each order as indicated below, and will accept no more than 2% damaged or defective merchandise per order. If the merchandise fails the Quality Control Audit by the Tillys Distribution Center and/or buyer, the merchandise will proceed to the Return Department and payment will not be made. Tillys reserves the right to return any goods back to the vendor, without payment, if the goods are not up to quality standards.

All merchandise received in our Distribution Center will be inspected as follows:

Style Inspection

1. Confirm correct style/color has been shipped as per approved sample. 2. Overall shape and appearance as per approved sample.

Fabric Quality Inspection

1. Fabric construction and weight must be as approved sample or swatch.

2. No fabric defects such as holes, tears or snags.

3. No dye discoloration, streaks or fading.

Fit Approval Inspection 1. The Quality Control Department and/or the buyer will inspect all fits and specifications for merchandise being

made to Tillys specifications; every measurement is expected to come in within tolerance. For Men’s and Women’s product, tolerance is ½” for measurements with a 1” grade, and ¼” for measurements with a ½” grade. For Boys’ and Girls’ product, tolerance is 3/8” for measurements with a 1” grade, and ¼” for measurements with a ½” grade. Any merchandise that is not approved will be sent to our Return Department and payment will not be sent.

Buttons/Button Holes and Zippers

1. Buttons must be securely attached and aligned correctly.

2. Button holes must be cleanly cut.

3. Zippers must slide evenly – no puckering.

Label/Ticket Inspection, where applicable

1. Confirm correct label and size tag has been used, and has been properly positioned on the garment.

2. Confirm correct price ticket (style, color, size) has been used, and has been correctly attached to the garment.

T.O.P(Top of Production) where applicable

1. The respective Tillys buyer will note all styles that will require a T.O.P on the Purchase Order.

2. T.O.P samples must be sent to the appropriate buyer within five (5) days of the Tillys “Start Ship” date on the Purchase Order.

3. Bulk order cannot be sent until the appropriate Tillys buyer has given approval of the T.O.P.

4. Following is a sample T.O.P Approval Request Form which must be used.



Quality Auditing Guidelines

T.O.P. Approval Request 4.02 1 of 1

T.O.P. Approval Request

T.O.P. Approval Request

Please fill out this form and attach to all T.O.P. Samples that need to be approved by Tillys. This form will be faxed back to you when the T.O.P. has been approved.

Date

Vendor

Name

Email Address

Purchase Order #

Number of Units

Delivery

Date

Style #

Color

Name(s)

Style Description

Approved

NOT Approved

Comments:

Buyer’s Signature Date



Vendor Returns Vendor Returns 5.01 1 of 1

VENDOR RETURNS

New Merchandise

Tillys reserves the right to return merchandise to a vendor at their expense for reasons outlined below:

1. Merchandise that does not duplicate the sample shown to buyer and/or does not satisfy Tillys standards of quality. 2. Merchandise that is not shipped in compliance with the Purchase Order. 3. Styles, sizes and/or colors that are substituted without written approval from the buyer. 4. Purchase Orders that are shipped before the “Start Ship” or after the “In-House Cancel” dates without written approval

from the buyer. 5. Merchandise received with manufacturer’s defects in fit, fabric or coloring. 6. All back orders that were shipped without written approval from the buyer.

Should it become necessary to return merchandise, Tillys will send a completed request for authorization to the vendor which will include the purchase order information, quantity and a reason for the return. If the vendor indicates that the merchandise is to be sent back to their facility, the vendor must supply a return authorization number. This return authorization number must be received within 14 calendar days from the date of notification or the merchandise may be donated to a charitable organization of Tillys choice, unless vendor has made other arrangements with Tillys in advance. The cost of goods will be deducted from the vendor’s next invoice.

Tillys will charge back an amount equivalent to any inbound and outbound freight charges, plus a handling fee for all merchandise that the vendor requests returned to their facility. Handling fees will range from $.05-.30 per unit or a $25 minimum, depending on the amount of additional processing Tillys warehouses complete before it is determined that a return is required. All foreign (import) receipts of defective items will be returned to vendor for refund at full landed cost, including duty and freight at the vendor’s expense.

If vendor does not want the merchandise sent to their facility, Tillys will donate it and charge back cost of goods plus the handling fee noted above and the inbound freight amount.

Damaged Merchandise

Tillys reserves the right to return for credit any damaged or defective merchandise within one year of receipt of the merchandise.

Tillys returns to vendor department will notify vendor of damaged product on hand and the vendor will have 14 calendar days to respond to Tillys returns to vendor department with a return authorization number. If no response is received within 14 days, merchandise may be donated to a charitable organization and the cost of goods will be deducted from the vendor’s next invoice.

If vendor requests damaged product be returned to their facility, product cost as well as outbound freight charges and handling fees of $5.00 (for 10 units or less) plus $0.30 per unit for each additional unit over 10 units will be deducted from the next vendor invoice.

“Ship to” Address Change Vendor is responsible for notifying their buyer of any change in “ship to” address for return merchandise. Failure to do so could result in a chargeback of related freight costs associated with storage and/or redelivery of the merchandise to the correct address.



Vendor Chargebacks Vendor Chargebacks 6.01 1 of 2

CHARGEBACK POLICY

It is important that all guidelines outlined in this Compliance Manual are followed in order to expedite the processing of merchandise, help prevent delay of payment, and facilitate the return of merchandise to the Vendor. The purpose of the chargeback policy is not to create revenue for the company, but to recoup expenses incurred for correcting vendor errors.

Each PO shipped in error will be assessed a $25 service fee, plus the charge in the below schedule for each violation. If multiple shipments are made against a PO, fees will be assessed for each error shipment. These charges are in addition to any other applicable charges specified in the Shipping, Routing, and Vendor Returns sections of this manual.

VIOLATION CHARGE CAN APPLY TO

PAPERWORK AND DELIVERY VIOLATIONS

Missing Packing Slip or Packing Slip Incorrect/Missing Required Information $150.00 per Occurrence All POs

Incorrectly Placed Packing Slip $50.00 per Occurrence All POs

Missing BOL or Missing/Incorrect PO on BOL $100.00 per Occurrence All POs

Shipped to Incorrect DC $50.00 per Occurrence All POs

Delivery Appointment Not Scheduled $50.00 per Occurrence All POs

CARTON LABEL VIOLATIONS

No PO# on Carton Label $2.00 per Carton All POs

Incorrect PO# on Carton Label or Carton Markings $2.00 per Carton All POs

No Carton Count on Carton Label $1.00 per Carton All POs

No Style/Color/Size Listed on Carton Label $1.00 per Carton All POs

Incorrect Style/Color/Size Listed on Carton Label or Carton Markings $1.00 per Carton All POs

No Quantity Listed on Carton Label $.03 per Unit All POs

Incorrect Quantity Listed on Carton Label or Carton Markings $.03 per Unit All POs

CARTON VIOLATIONS

Carton Burst Strength $1.50 per Carton All POs

Carton Over Maximum Dimensions $1.50 per Carton All POs

Carton Under Minimum Dimensions $1.00 per Carton "A" POs

Carton Over Maximum Weight $1.00 per Carton All POs

Carton Under Minimum Weight $1.00 per Carton "A" POs

Stapled Carton $1.00 per Carton All POs

Straps on Carton $1.00 per Carton All POs

Carton Not Securely Taped $.50 per Carton All POs

PACKING / CARTON CONTENT VIOLATIONS

Multiple POs in Carton

$2.00 per Carton for Additional PO(s)

All POs

Inner Cartons or Inner Polybags $.20 per Unit All POs

Individual Polybags (Retail "A" POs) $.10 per Unit "A" POs

Not Individually Polybagged (E-Com "B" POs) $.25 per Unit "B" POs

Unapproved Mixed Cartons (Not Packed Solid) or Mixed Carton Guidelines Not Followed $.10 per Unit All POs

Folded in Bundles (Printer Folds) $.05 per Unit All POs

Incorrect Item in Carton (Different from Content Specified on Carton Label) $.05 per Unit All POs



Vendor Chargebacks Vendor Chargebacks 6.01 2 of 2

CHARGEBACK POLICY (continued)

VIOLATION

CHARGE

CAN APPLY TO

HANGER VIOLATIONS

Merchandise on Incorrect Hangers $.20 per Unit "A" POs

Unrequested Hanging of Merchandise $.10 per Unit All POs

Merchandise Not Pre-Hung or Missing Required Hangers $.10 per Unit All POs

PRE-TICKETING / PRE-LABELING VIOLATIONS

RETAIL "A" POs

Incorrect Tillys Price Ticket/Sticker $.20 per Unit "A" POs

Incorrect Placement of Tillys Price Ticket/Sticker $.20 per Unit "A" POs

Pre-Ticket Required and Missing $.15 per Unit "A" POs

Incorrect Vendor Tag/Sticker $.10 per Unit "A" POs

E-COM "B" POs

Pre-Label Required and Missing (Tillys E-Com Label) $.10 per Unit "B" POs

Incorrect Tillys E-Com Label or Incorrect Content on Label $.10 per Unit "B" POs

Incorrect Placement of Tillys E-Com Label $.10 per Unit "B" POs

Incorrect Vendor Polybag Label/Hang Tag $.10 per Unit "B" POs

OTHER E-COM POLYBAG VIOLATIONS

Missing or Incorrect Warning on Polybag $.25 per Unit "B" POs

Polybag Not Sealed

$.20 per Unit

"B" POs

Any questions or concerns pertaining to the issuance of a chargeback for the violations listed in this chapter should be directed to [email protected].

If additional information and/or documentation are necessary to address and correct a violation, please include the following with your request:

• Vendor # (located on the Tillys purchase order)

• Name of violation

• At least one PO#

To dispute a chargeback, please include the following with your request for reversal:

• Vendor # (located on the Tillys purchase order)

• PO#

• Ship date

• Name of violation

• Any information supporting the claim

E-mails regarding chargebacks will be acknowledged within 2 business days, but it may take up to 5 business days to research and/or provide any requested documentation. All chargeback inquiries and disputes must be made within 4 months of shipment.



VENDOR COMPLIANCE MANUAL

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